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EXHIBIT 1.2
Pricing Agreement
March 19, 1998
Ladies and Gentlemen:
Lincoln National Corporation, an Indiana corporation (the "Company"),
proposes, subject to the terms and conditions stated herein (this "Agreement")
and in the Underwriting Agreement, dated March 19, 1998 (the "Underwriting
Agreement") executed by the Company, to issue and sell to the Underwriters
named in Schedule I hereto (the "'Underwriters") the Securities specified in
Schedule II hereto (the "Designated Securities"). Each of the provisions of
the Underwriting Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Agreement to the same extent as if
such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Agreement, except that each representation,
and warranty which refers to the Final Prospectus in Section 1 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Final Prospectus (as
therein defined), and also a representation and warranty as of the date of this
Agreement in relation to the Final Prospectus as amended or supplemented
relating to the Designated Securities which are the subject of this Agreement.
Each reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated
to act on behalf of the Representatives and on behalf of each of the
Underwriters of the Designated Securities pursuant to the Underwriting
Agreement and the address of the Representatives are set forth at the end of
Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Basic
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount or the number of shares, as the case may be, of
Designated Securities set forth opposite the name of such Underwriter in
Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us six counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this
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letter and such acceptance hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, constitute a binding agreement
between each of the Underwriters and the Company. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Company for examination upon
request, but without warranty on the part of the Representatives as to the
authority of the signers hereof.
Very truly yours,
LINCOLN NATIONAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Title: Vice President and Treasurer
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Accepted as of the date hereof:
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Xxxxxxx, Sachs & Co.
Xxxxxx Xxxxxxx & Co. Incorporated
By: Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated
On behalf of each of the Underwriters
By: /s/ Xxxx X. Xxxxxxx, Xx.
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Title: Vice President
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SCHEDULE I
Underwriters Principal Amount Principal Amount
------------ of 2008 Notes of 2018 Notes
to be Purchased to be Purchased
---------------- ----------------
Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated................... $ 34,000,000 $ 67,000,000
Xxxxxxx, Xxxxx & Co....................... 33,000,000 66,500,000
Xxxxxx Xxxxxxx & Co. Incorporated......... 33,000,000 66,500,000
------------ ------------
Total............................. $100,000,000 $200,000,000
============ ============
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SCHEDULE II
Underwriting Agreement dated March 19, 1998
Registration Statement No. 33-59785
Underwriters:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxxx, Sachs & Co.
Xxxxxx Xxxxxxx & Co. Incorporated
Title, Purchase Price and Description of Securities:
Title: 6 1/2% Notes due 2008 (the "2008 Notes")
7% Notes due 2018 (the "2018 Notes")
Aggregate principal amount: 2008 Notes: $100,000,000
2018 Notes: $200,000,000
Number of Shares: Not applicable
Price to the public: 2008 Notes: 99.662%
2018 Notes: 99.768%
Purchase price (include accrued interest or amortization, if any):
2008 Notes: 99.012%
2018 Notes: 98.893%
Underwriting Discount: 2008 Notes: .650%
2018 Notes: .875%
Sinking fund provisions: None
Redemption provisions: The 2008 Notes and the 2018 Notes are not
redeemable prior to maturity.
Other provisions: None
Maturity: 2008 Notes: March 15, 2008
2018 Notes: March 15, 2018